UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02. | Unregistered Sale of Equity Securities. |
The information contained below in Item 8.01 related to the sale of the Shares (as defined below) is hereby incorporated by reference into this Item 3.02.
On January 29, 2021 MediciNova, Inc. (the “Company”) sold and issued 3,656,307 shares of its Common Stock, par value $0.001 per share (the “Shares”) at a price of $5.47 per share for approximately $20 million in cash to 3D Opportunity Master Fund (the “Investor”) in a private placement (the “Private Placement”) pursuant to the terms and conditions of that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 11, 2021 by and between the Company and the Investor. The sale of the Shares in the Private placement was exempt from registration under the Securities Act of 1933, as amended (the “Act”) pursuant to the provisions of Section 4(a)(2) of the Act. The Purchase Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 12, 2021, and incorporated into this Item 3.02 by reference, and the foregoing summary of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1.
| Item 8.01. | Other Events. |
On January 31, 2021, the Company issued a press release announcing the closing of the Private Placement and the sale of the Shares to the Investor. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Securities Purchase Agreement, dated January 11, 2021, between the Company and the Investor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2021). | |
| 99.1 | Press Release issued January 31, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDICINOVA, INC. | ||||||
| DATE: February 1, 2021 | By: | /s/ Yuichi Iwaki | ||||
| Yuichi Iwaki, M.D., Ph.D. | ||||||
| President and Chief Executive Officer | ||||||